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Daily News

NACCO Doesn't Take No for an Answer
Dec 20, 2006
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The falling out between electric housewares OEMs Applica and NACCO's Hamilton Beach grew more contentious in recent days as NACCO made an unsolicited bid for Applica shares, matching the price being offered by rival Harbinger, and filed a second complaint in U.S. court, this one seeking to block the Applica/Harbinger merger.

NACCO Industries, Inc. (Cleveland, Ohio, U.S.) last week made an offer of U.S. $6.50 per share for all of outstanding shares of common stock of Applica Incorporated (Miramar, Florida, U.S.).  The offer was made via Apex Acquisition Corporation, a new Florida corporation and an indirect, wholly owned subsidiary of NACCO.

Applica’s board said this week that it filed a formal response to the offer with the U.S. Securities and Exchange Commission and will mail a letter to shareholders, recommending that shareholders reject the NACCO offer and vote for the merger between Applica and Harbinger. Applica scheduled a meeting for Dec. 28, 2006 for the purpose of approving the merger between Applica and Harbinger. Applica said completion of the transaction is expected to occur shortly thereafter.

Background
In July of 2006 NACCO and Applica were on much friendlier terms. NACCO was planning to spin off its housewares business, Hamilton Beach/Proctor-Silex, so that it could merge with Applica to create a new company, Hamilton Beach, Inc. The merger was called off suddenly in October when Applica signed a definitive agreement with affiliates of Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. Harbinger Capital Partners already owned about 40 percent of Applica, making it the largest shareholder in the company, and planned to acquire all outstanding shares for $6 per share in cash. The offer was eventually amended to $6.50 per share.

NACCO then initiated litigation against Applica and Harbinger in a complaint alleging a number of contract and tort claims.

To confuse the matter further, Applica announced it was talking merger with another electric housewares OEM, Salton.  Salton and Applica signed an agreement to negotiate a merger with no other parties until mid-December. Last week, that agreement was extended to Jan. 2, 2007.

Lawsuit No. 2
Now Applica said another complaint was filed by NACCO, this time alleging that Applica and Harbinger violated securities laws and regulations. The complaint seeks declaratory and injunctive relief, including blocking the Harbinger/Applica merger and ordering Applica to correct alleged misstatements and omissions in its Dec. 4, 2006, proxy statement.

Applica said it believes that the action is without merit and intends to vigorously defend the lawsuit.

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